Altri's dividend

explained

Altri's dividend

explained

By Manuel Maurício
April 22, 2022

Altri has announced a lower dividend than I was expecting.

As is common in such cases, the announcement was written in “legalish” – a language very few people understand. I had to spend one hour on the phone with the Investor Relations just to be sure that I was understanding everything. 

Bellow, I’ll be trying to simplify it all. If you have doubts, don’t hesitate to let me know on the Forum.

There are 2 dividends

The first thing one needs to understand is that the company will be issuing 2 different dividends: 

a) a regular cash dividend in the amount of €51.3 million or €0,25 cents per share.

b) a dividends “in kind” – GreenVolt shares.

There’s not much to say about the regular cash dividend other than the fact that regular shareholders (like me) will have to pay the required tax (28% in Portugal). I mention this because the dividend “in kind” will work in a different way and I want to make sure that you don’t get as confused as I was.

GreenVolt spinoff

Now comes the tricky part:

Altri owns 2 different “tranches” of GreenVolt’s shares: 

a) 43% directly (that’s what they’re spinning off) and,

b)15% indirectly, owned through the Caima subsidiary.

In total, GrenVolt owns 58% of GreenVolt.

Due to legal reasons Altri will only be spinning off the 43% that it owns directly, and only in 2023 will it be able to spinoff the other 15%.

So now we must focus on the 43% stake.

The details

There was this doubt about whether the GreenVolt shares would be considered just as a separation of something that shareholders already own – and thus not subject to any taxation – or if it were considered a dividend – thus subject to taxation. 

After consulting with a few law firms, Altri has come to the conclusion that, unlike what would be possible in the USA, this operation must be treated as a “normal” dividend distribution and not a de-merger.

This means that we’ll be paying taxes on the GreenVolt’s shares. 

Are you still with me? Good.

Also unlike what happens with dividends from other countries, Portuguese shareholders don’t get the gross amount of the dividend. There’s a withholding of the tax amount that never gets to the shareholder’s hands. They get the net dividend.

This means that Altri will need to keep 28% of the shares that are being distributed to the shareholders (28% of the 43% or 12% of the total shares outstanding) in order to pay the tax authorities.

This poses a problem. It’s Altri that will have to pay the amount due. Right now, we don’t know how much that will be because no one yet knows how much the 43% of shares in GreenVolt will be worth on the day of the Spinoff. And Altri must pay the tax authorities in cash, not stock.

That means that Altri has 2 options:

a) sell the shares that it will be withholding in order to raise the cash needed to pay the tax authorities;

b) use the cash on hand to pay the tax authorities;

I believe that they will be choosing option b) and they will keep the shares for a later sale.

Why is this important? Because there’s a strong likelihood that shareholders who were just given GreenVolt’s shares will be dumping them in the market the minute they get a hold of them. 

That selling pressure might lead to a drop in the share price. If Altri is also selling those “tax shares” in order to raise the cash, the selling pressure will increase, meaning that the share price could even go lower. We, as shareholders looking to sell GreenVolt, don’t want that.

 

Let's look at an example

I’m going to use the same math as the company did on the announcement.

For each 100 shares of Altri, shareholders will have the right to receive 25 shares of GreenVolt. But they’re not actually getting those 25 shares, because of the tax.

Shareholders will only be getting 18,435 shares of GreenVolt. But, as you might’ve noticed, we can’t get 0.435 of a share. Altri is solving this by paying the corresponding amount in cash to the shareholders (this amount, although received in cash won’t be subject to further tax because that has already been done in a previous step).

Are you following me so far? If you have doubts, please read until the end, and if they subside, do let me know in the Forum.

So, for each 100 shares of Altri, shareholders will be getting 18 shares of GreenVolt plus 0.435 shares of GreenVolt in cash.

How much money will these 18,435 shares be worth, we don’t know. It all depends on GreenVolt’s share price in the day prior to the “date of availability”.

That date of availability is yet to be set, but it should be somewhere in the second half of May.

What about €€€?

For the sake of simplicity let’s say that, at the day of the spinoff, the share price of Altri will be €6.55 and of GreenVolt will be €7.04 (yesterday’s closing prices).

Shareholders will be getting 18 shares of GreenVolt worth €126,7 plus €3 in cash. On top of that, let’s not forget that the shareholders will also be receiving the “regular” dividend which will be €0.25 cents for each share or €25 for the 100 shares.

Let’s divide all of this by 100 to see how much will shareholders of Altri be getting in €€€: (126.7+3+25) / 100 = €1.547.

Now, you might tell me that, if we discounted the 28% tax on the GreenVolt’s shares, we should also be doing it for the cash dividend. Although that’s debatable, I’m here to serve you 😎: (126.7+3+18) / 100 =  €1.477.

So… I bought 1089 shares of Altri for €6.21 each, totalling €6.763 . I am getting €1.477 back which is 22% of my initial investment.

If you’re thinking about what will happen to the shareholders who aren’t in the 28% tax bracket, whether they will be penalized or benefit from this situation, the IR didn’t have an answer and neither do I.

Now, there's a caveat

Due to the accounting rules, the amount available for distribution is only €164 Million (although the company has €289 million in cash).

That means that, after paying the “regular cash dividend” in the amount of €51.3 million, the company can only spare another €112.7 million to pay for the taxes on the distribution.

If GreenVolt’s shares are trading above €8.6 per share (my estimate) in the day of distribution, Altri will have to spare more than €112.7 million for tax purposes. What can it do?

This is the part that wasn’t clear on the announcement. Altri will have to  deduct that excess amount from the cash dividend, thus lowering the dividend.

This is one of the reasons that leads me to believe that Altri won’t be selling those shares (relating to the 28% tax). They’ll be using cash on hand. Also because they know that if they start selling, the price will go even lower, so it’s in their best interest to do it sparsely over time.

Now, given that the largest shareholders of Altri (the directors) own approximately 70% of the company and won’t be paying any taxes on the distribution (because they own more than 10% of the company – Portuguese tax law), it’s in their best interest that GreenVolt’s shares don’t go over those €8.6 per share or they’ll be needing to reduce their (and our) cash dividend to pay for our taxes.

Conclusion

So far, there are no changes to my original thesis. I might not have been clear before, but my goal is to sell GreenVolt (stated that they keep “overvalued”), and keep Altri as long as I feel that the shares reprsent an attractive FCF yield.

It’s natural – but not guaranteed – that, post-spinoff, the shares of both companies will “correct”. Altri shares should come down in the same proportion as the value that has just been removed from them (at yesterday’s prices, that’s €2.05 per share).

GreenVolt is anyone’s guess. What is to be expected in the short term is that retail shareholders (like me) will be selling their shares and the price will come down.

So, how can this not play out as my original thesis?

Well… Altri’s stock could come down those €2.05 per share and GreenVolt’s share price could also drop. This means that we would be “losing” €2.05 on one side, but we wouldn’t be making the same €2.05 on the other side. Difficult to tell what will happen.

As a final note, GreenVolt’s shares from this distribution will have a reference price at the day of that distribution. Let’s say that they’ll be trading for €7 on the distribution day and I sell them in another day for €7, I won’t be paying any tax on that sale. Only if I sell them for something more than 7. It’s as if I had bought them for €7.

I hope that this explanation was clear. If you still have doubts, head over to the Forum and let me know.

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